Miasma
by The Young and Free Dragon
Summary: Based on Stephen King's; "The Mist". A strange mist covers Ponyville and the main six must stick together to survive attacks by strange monsters, romance, and the fellow residents of Ponyville.
1. Prologue

**NOTICE: (This will also be posted in a blog)**

I'm leaving part of this story's fate up to you guys. This is -as the summary stated- based on "The Mist" by Stephen King. The movie is my main basis however, though there are aspects of the story which you can control, based on what you want:

-A Clop scene can be added

-A tragic ending from the movie, or an ending I come up with on my own.

Please comment on here, the blog, or message me on what you would like to happen with this story.

MIASMA  
BY THE YOUNG AND FREE DRAGON

PROLOGUE

Rarity awoke slowly from peaceful slumber and glanced around. She was in Twilight Sparkle's bedroom, lying on a mat in the floor. Applejack lay opposite of her, snoring loudly, while Twilight lay in her own bed, sleeping soundlessly. The sleepover had been quite a success so far. They had gotten along much better than the last time and had had much more fun (though last time was a bit more special). She got up and stretched, grabbing her bag with magic and heading to the bathroom.

She ran a bath for herself and put on a mud mask before sinking into the bubbles with a sigh. She placed cucumber slices over her eyes, and relaxed and soaked. She opened the window via magic, and was met with a cool breeze, choked with moisture. She lifted a cucumber from her left eye to get a look out of the window. The only thing she could see (from her current position) was a gray sky, made up of clouds so smooth that it seemed almost as though the atmosphere itself was gray.

A gloomy day it seemed. She shut the window, not wanting the humidity to mess up her mane before she could properly arm it against the weather. She wondered why Rainbow Dash had not informed her of the humid day as she had asked her to. But it wasn't that big of a deal, she could take precautions since she had found out herself.

When she was done, she dried herself quickly and applied her mane products and her normal perfumes and make up and packed her bag. She wouldn't leave until the other two woke up, of course. But she was prepared to when they did. She went into the library, where Spike had moved his basket to, so the mares could have privacy and they wouldn't disturb him while he tried to sleep.

But when she reached the basket, she found it empty. The blanket had been thrown back and the pillow underneath still had the impressions of the dragon's body. Perhaps he had been scared by the storm last night. The poor dear...it had been quite a storm, hail and lightning being the least of problems compared to the thunder claps. She searched the library and other rooms but found no sign of him. Heading to the kitchen, the place she hadn't looked, she glanced out the window as she wondered about where he was. Her eyes froze as they saw what was outside. A gray cloud was approaching the library.

It was strange and ominous, as though the mist was a whole being, absorbing everything it came in contact with. It blanketed everything and she could see nothing in it. The objects that disappeared into its shrouds seemed to be erased from existence.

"Rarity?" Twilight Sparkle yawned, walking into the kitchen with her. "Where's Spike?"

"I was just wondering the same thing," Rarity said. "But look at the mist outside. Isn't it ghastly?"

Twilight looked out the window and concern crossed her face. She had never seen mist like this, certainly not this thick or solid or...seemingly alive.

"Rainbow Dash didn't say anything about mist today, did she?" Twilight asked.

"Not that I know of," Rarity said.

"Well, maybe you should wait a little while to go home. I don't want you getting lost out there in that."

"Oh, I wouldn't want to impose..."

"It's no trouble," Twilight assured with a smile.

"Thank you, dear," Rarity said, returning the smile.

"We'd better find Spike," Twilight Sparkle said. "Just to make sure he hasn't gotten into any trouble. He could be outside."

"Did you hear that storm last night?"

"How could I not? That was the worst storm we've had in ages... Come to think of it... I don't remember Rainbow Dash saying anything about a storm yesterday either."

"Hmm...me either. I wonder why she's slipping on her duties."

"Well, I don't know about that," Twilight Sparkle said, opening the front door. "The mist may have come from the storm. If she didn't know about the storm, she wouldn't know about that."

They stood back and glanced up at the tree that served as the library and gasped. They both wondered now, how they had slept through such a storm, when large limbs of the tree were hanging, almost detached. Others had been torn away, and what little trees they could see around that wasn't covered by the coming miasma, were blackened and twisted from lightening strikes and high winds.

"Oh Celestia...this is going to take all day to fix!" Twilight cried.

"Yes it-... Rainbow Dash?" Rarity had begun to say something but noticed their friend, and turned Twilight's attention toward their approaching friend.

Rainbow Dash stumbled out of the mist, going at a fairly quickly toward the door of the library. They glanced at each other then back at her. She didn't look normal, and something was wrong with her wing. They went towards the door and opened it for her, and ended up being a cushion when she fell inside. Twilight was under her, holding her up, while Rarity supported her back until she got a closer look at Rainbow's wing and fainted with a wail of horror.

Twilight grunted as Rainbow Dash's full weight was thrown on her, but once she looked into the pegasus's face, her annoyance faded. Dash's eyes were wide and fearful and blood was running down from her nose and soaking into her coat.

"Close the door!" Rainbow Dash shouted, jumping off of Twilight and slamming her body against the door, and sliding down the wood when it was shut. She was panting and looking to be in major shock, mumbling to herself.

Twilight's words caught in her throat as she was about to ask what was wrong, for she had saw Rainbow Dash's wing. The main joint was bent back, and jagged bone protruded from the shredded flesh. The rest of the wing hung uselessly and swung from side to side as Rainbow Dash spoke and shook her head.

"N-No...no… t took her..." she said.

"Who? Took who?" Twilight Sparkle asked, getting up and feeling panic rising in her stomach.

"P-Pinkie Pie..." Rainbow Dash stuttered.

Twilight grabbed Dash's face and turned it toward hers so that their fearful eyes could meet.

"What took her?" After a moment of silence, Twilight repeated; "What took her, Rainbow Dash?"

"S-Something..." The pegasus said, trembling. "Something in the mist..."


	2. Chapter 1

**Thank you to everyone for making this one of my most successful fics. I honestly didn't expect much from it. Either way, please rate, comment, and whatever else you feel necessary if you like the story.**

MIASMA  
BY THE YOUNG AND FREE DRAGON

CHAPTER ONE

Twilight Sparkle didn't like the situation at hoof at all. After putting Rarity on the couch, and dressing Rainbow Dash's wound and tucking her into bed, she was left with the problem of what to do. Rainbow Dash couldn't stay here for long. If she wasn't given proper medical treatment, she could very well lose the wing. But what if Spike returned while they were away? She couldn't leave him here alone. Of course, there was a nagging voice in the back of her head that reminded her that he was probably out there along right now, in an ominous mist. But she pushed it away, not wanting to lose herself to panic over the baby dragon.

She had discussed it with Applejack, who was convinced they should go ahead and leave, basically telling her that Spike's fear was not worth the life of Rainbow Dash. This had angered Twilight Sparkle. Spike's life could just as well be on the line as well as Dash's, and the not knowing was worse. But she had kept that to herself.

"Twilight, if you don't take Rainbow Dash out of here soon, I'm gonna do it mahself," Applejack said.

"Applejack, I really don't think it's a good idea to split up. What if whatever is out there that did this to Dash attacks you or me while we're apart. We stand a better chance together."

"And what if Rainbow Dash dies here while we're just sittin' around stallin'? I can take her mahself. You've got Rarity here with you."

"Applejack, we need to think this through carefully!" Twilight asserted, getting annoyed now. "What good is getting yourself and Rainbow Dash killed or lost going to do?"

Applejack sighed. "Well then we can't go with either option. What do we do then?"

"I don't know..." Twilight Sparkle said, sighing as well. "But we don't have much time (if any) to decide what we're going to do."

She went back to the window and looked out at the mist. It seemed to pull at the window, trying to get into the house and absorb them into its depths. Applejack joined her.

"Thicker than pea soup," She commented.

"Yes... I'm not ever sure if my strongest magic could penetrate that."

"How about we go outside and take a look around?"

"No Applejack. What if something were to...what if we got lost? We'd be leaving Rainbow Dash alone...with Rarity. You know how that could go," Twilight said, trying to appeal to Applejack's quarrels with Rarity, to mask her own fear of going out there.

She of course did care about her friends but...she had a bad feeling about the brume outside. She wasn't sure whether she believed there was really any sort of strange creature out there, but she had encountered strange things before... Maybe that's where the mist came from! The Everfree Forest! It was the only explanation if there were creatures in it.

"How about we just go a little ways. Like out to the mailbox," Applejack said, interrupting her thoughts.

"Applejack, I really don't think-..."

"C'mon. I can see it from here. It's just a couple yards," Applejack said, though she didn't sound confident.

Twilight Sparkle sighed. Well, if there was anything out there; it wasn't anything she couldn't handle- she hoped. She'd saved Equestria from Discord and Nightmare Moon. While there were some tough things in the Everfree forest, there couldn't be anything worse than that.

"Alright, just to look," She said.

When they opened the front door, the mist sucked into the library like a back draft. It was cold and clung to their coats, putting a chill deep into their bones. Twilight Sparkle still felt very reluctant to go out into the white blanket, but as Applejack stepped out, she did as well.

"Rarity would absolutely hate this," Twilight commented, hoping to keep the mood light.

Applejack didn't say a word though as she looked around in awe. The library was quickly swallowed up behind them, but they hung on to the hope that simply retracing their hoof prints in the muddy ground would bring them back to safety.

Finally, something appeared out of the fog; the mail box. It was bent to the side, holding on to a few splinters of wood that somehow supported it. The crack in it was almost like an open maw, gaping at the thick mist... that or waiting to swallow somepony. Twilight opened the mailbox, wondering if Derpy had had time to deliver the mail before the mist came. There was nothing inside however, and as she closed the box, the wood gave way and snapped, dropping the box into the mud.

Twilight lifted it with magic, preparing to carry it inside with them. They looked around in the white darkness and found it to only stare back at them. They glanced at each other, and a mutual silence brought them to the same conclusion, they should get back inside... perhaps quickly.

But as they turned to go back, a distant sound halted them. It was a squishing sound, with the faint suction of weight being pulled out of wet dirt. Somepony was walking through the mud.

"What is that?" Applejack whispered, though they both had a good idea.

"Somepony walking by..." Twilight said before calling out; "Hello?"

The footsteps stopped and silence fell. Twilight's stomach tightened at the reply of nothing. There was no reason why whoever...whatever shouldn't reply. Unless it didn't want to be detected or didn't understand. Twilight tried to say something else, but her throat closed off, as though her body knew it was a bad idea to attract the attention of whatever was out there. After what seemed like hours of silence, the footsteps began again. It was hard to tell what direction they were coming from, or where they were going, and everything seemed to echo in the thick condensation cloaking them. Eventually, it faded away.

Twilight Sparkle and Applejack scooted closer together, pressing their wet sides together. The only warmth seemed to be one another, and they could feel their own heat in the dead cold.

"We should head back," Twilight whispered, eliciting a nod from Applejack.

They began walking slowly, trying to keep their hooves from making too much noise. They both shared a mutual encouragement to the other that whoever it was had heard them but wasn't sure they had, so they stopped to listen. When neither Twilight nor Applejack had said anything more, it had simply blown it off and continued on. Neither of them believed that of course.

As they reached the door, Twilight let out a small cry as she took a step and her hoof did not connect with ground. She fell into a hole in the ground, about the length of her body. Applejack hopped into the muddy hole with her, helping her up, getting mud all over both of them in the process. As they climbed out, they noticed the strange formation of the hole. It didn't look familiar to either, and as they looked around, they noticed more of the holes leading to the right and away and others coming from the left. Even though Twilight couldn't tell what had made them, she recognized the pattern. Some sort of bipedal creature had come through here...

[][][]

Twilight locked all the doors and windows, but still didn't feel safe. Whatever was moving around outside was gigantic for sure. They hadn't heard anything since coming in, but the fear was still there. The decided to check on their friends.

"Wow... When Rarity faints, she don't fool around," Applejack observed as the unicorn still had yet to wake.

Rainbow Dash was still out and was now beginning to run a fever.

"I think her wound got infected before she came here," Twilight said, not wanting to doubt the dressings she had applied.

"I ain't no medic, but I know that ain't good," Applejack said.

"No, it most certainly isn't. It looks like we're going to have to move her now-..." Twilight's words cut off as the lights went out.

She cast a magic spell that lit up the room.

"What happened?" Applejack asked, bracing against the ground as though the roof were about to be ripped off, or an earthquake was about to happen.

"We lost power...funny, I didn't hear any thunder or anything..." Twilight said apprehensively.

"We need to get outta here."

"We can't yet. Here's the deal; either Rarity or I and you will take Rainbow Dash to the hospital and see if any of the ponies in town know what's going on. Then whoever is left will stay here and wait to see if Spike comes back. But we can't leave whoever that is without power."

"Celestia knows Rarity couldn't do that," Applejack agreed, assuming Rarity wouldn't go out in the mist. "So what do we do?"

"I have a back up generator in the basement and length of cord long enough to run it from the basement. But somepony will have to go outside and hook the cables to the fuse box."

They looked at each other silently for a moment before Applejack asked the question they were both thinking; "So what's gonna go out there?"

A knock at the front door interrupted them. They glanced at each other quickly before looking back at the door; the fear silent but shared. But they had to be sure of what it was. Twilight went to the door, humming Pinkie's Laughter Song* song to herself and opened it.

A grayish pony stood at the door, moving her wet blonde hair from her eyes and smiling, though her eyes looked in different directions.

"Here's your mail!" Derpy Hooves said, dropping the mail from her mouth. "The library sure was hard to find in the mist!"

Twilight couldn't have been happier to see Derpy, and especially in this mood. The fact that she had made it here showed that it should be safe to go through the must, plus Derpy didn't seem to mind it.

"Derpy, could you me a favor and hook some cables to our fuse box?" Applejack asked, getting a sharp look from Twilight.

"But the-..."

"Sure I'll do it!" Derpy said happily.

"Wait, Derpy!" Twilight said. "There's something you should know about..."

"She can handle it," Applejack assured. "Go get the cables, Twilight."

Twilight didn't like this. While Derpy had made it here without incident and didn't seem to have any reason to fear the mist, she still didn't like the idea of sending Derpy out to do their dirty work. And what about that thing that had made the footprints? Was it friendly?

"I really don't-..."

"Twilight," Applejack interrupted. "Derpy said she'd do it. Did you Derpy?"

"Yep!" Derpy said cheerfully.

Twilight sighed and went to get the cables. Her stomach was tightening and she knew it was trying to tell her this was a bad idea but...what could she do? It was a losing fight. She hooked up the cables to the generator and carried the two connectors upstairs and handed them to Derpy, magically.

"Be back!" Derpy said, through the cords clenched in her teeth.

Applejack closed the door, and as Derpy rounded the house, Twilight rushed to a window that overlooked her by a few feet so that she could make sure everything was alright. Derpy noticed Twilight up above her, and Applejack as she joined her at the window. She smiled up at them and then opened the fuse box with a hoof studying the fuses (Somehow with her her eyes that never seemed to focus). She glanced up at them questioningly and Twilight mouthed; "Seven and nine".

Derpy gave a salute and opened the two and connected the cables. There was an electrical spark and she seemed to get shocked but shook her head and smiled up at them and waved. Twilight was about to let out the breath that she was holding when she saw something that made her freeze. As Derpy continued to wave at her, Twilight banged on the glass of the window and pointed to something behind her. Applejack gaped as she saw it and Derpy still didn't register what they meant until something wrapped around her back leg and flipped her over on to her back.

A long purple tentacle, made up of segments had come out of the mist and wrapped around one of her back legs. It lifted Derpy in the air, slamming her on the ground, knocking the breath out of her. But that gave her the chance to wrap her legs around the pole of the fuse box and to hold tightly. She looked up at them, her expression unreadable at the moment, her eyes not focused enough for either of them to read fear in them. Another tentacle came out of the mist and the top segments separated down the middle, making a sort of flat tip to the tentacle. Except the flat surface that had been concealed by the folded tentacle was covered in sharp spines that came down at Derpy and caused Twilight to let out a gasp of horror.

The gray Pegasus let out a shocked whinny as the tentacle pressed on her back and then a loud cry as it tore away, taking the coat and skin with it. Derpy's muscles were revealed, though they were not spared by the knife like spines, which had torn deep into her, and left large jagged holes in the muscle that shot small rivulets of blood up into the air. Twilight covered her mouth crying out in terror for the Pegasus. Derpy seemed so shocked by the pain of it that she couldn't register anything and seemed to be babbling incoherently.

Twilight looked around and magically lifted a fire poker from the fire place and looked to Applejack who continued to stare in horror.

"Applejack! Kick out the window!"

The country pony looked at her for a moment as though she didn't understand before nodding and turning, giving the window a good kick with her back legs and shattering the glass. Twilight came back to the window and propelled the fire poker towards the tentacle that had injured Derpy. It impaled it all the way through and it was pinned to the ground, squirming as black blood spilled from its wound.

But another tentacle, large enough to snap Derpy's entire body closed inside of its hidden vice arrived and wrapped around the Pegasus's waist and began pulled at her as well. Twilight levitated another poker and shot it into the large tentacle, and while it went all the way through, it didn't seem to flinch as its blood dribbled out. It constricted Derpy and squeezed her hard enough for blood to squirt out of the holes in her exposed muscle.

Derpy continued to look bewildered and Twilight was on her last poker as another tentacle arrived, much smaller but opened its vice and pressed on to Derpy's chest. Twilight's projectile went through the tentacle and severed it almost all the way through. It pulled back and tore the flesh off of Derpy's chest, exposing her ribcage. She gasped in pain as the tentacle shook about wildly and the movement made the last bit of flesh holding it on tear, and the vice fell on the ground.

But Twilight was out of ammo and the tentacles that held Derpy flipped her on to her stomach which broke her grip on the fuse box. She fell short of it and was unable to grab back on to it though she didn't try. The tentacles paused and Derpy looked up at Twilight, her eyes focusing for the first time and she waved at her with left hoof before she was dragged into the mist and disappeared with the living tentacles.

Twilight Sparkle stared in shock at the blood growing cold on the ground, spilled from Derpy's wounds and the tentacle that had been severed. It wasn't possible... it just wasn't possible. What in Celestia's name was that? Of course they'd met dangerous creatures but they'd never had intentions so painful as this one had for Derpy. And what was it doing for her now... they had to go and look for her... They had to search the mist for... whatever those tentacles were attached to and save Derpy from it. But realization washed over her body like buckets of cold water. Anything that could that much damage in that small amount of time would surely have killed Derpy by now. She was out there in the mist, and even if they could find the creature, the former mail carrier would be long gone. She was probably gone now...

But now as she turned to look at Applejack who was staring the shared horror, she began to only see red. She could vaguely hear Rarity approaching and asking them what happened and what all the noise was about, but she didn't care. Twilight lunged at Applejack in a fury.

"Did you get a good look at it?" Twilight screamed smacking Applejack across the face. "Did you see her face? Did you see what you did?"

Rarity grabbed Twilight, holding her back as Twilight stared in anger at Applejack who cradled a bloodied nose and was sobbing loudly. As Twilight looked at her friend, her anger began to fade away and she pulled out of Rarity's grasp and hugged Applejack, beginning to sob herself.

"Oh, Applejack, I'm sorry. I didn't mean it really! You couldn't have known! It's just as much my fault as yours."

After a few minutes of crying, Twilight looked to Rarity who was still at a loss for what had happened.

"Could you take Applejack while I go and turn on our back up power? I need to make Derpy's sacrifice worth it..."

Rarity nodded and Twilight headed down to the basement, knowing that this wasn't even a start to make up for the loss of Derpy.

*Also referred to as "Giggle at the Ghosties"


	3. Chapter 2

**I will admit, killing Derpy was hard, but then again, I've killed off Twilight Sparkle before, and she's my favorite. That should tell you that I take no prisoners whenever I want to make the fic harsh or sad. I'll cut my hands off for it later. Anyway... the show must go on...**

The characters that make a brief appearance here are my OCs. Just to clarify, but they won't be having any major point in this story.  
  
MIASMA  
BY THE YOUNG AND FREE DRAGON

CHAPTER TWO

When asked why she wanted to stay for Spike so badly, Rarity had merely shaken her head and said she owed him. Twilight Sparkle lifted Rainbow Dash with magic and placed one of her forehooves over her shoulder, and the other over Applejack's, easily suspending the pegasus to be carried. However, while carrying her with magic would be easier, if she lost concentration for a even a second she would risk dropping her.

Twilight had filled her saddle bag with a mixture of powders that she knew could blind if thrown into the eyes. It was the best defense she could carry, and she could only hope they didn't run into anything, and if they did, that it had eyes to blind. Giving their parting wishes to Rarity and exchanging hugs with her, they prepared to enter the mist.

Twilight mustered a ball of magical light and made it hover a few feet above them. It didn't take much effort, and it could easily be snuffed out if they need to go without being seen. She glanced sadly at the torn down mailbox, reminding her of Derpy before she and Applejack continued on their way and penetrated the dense fog.

The light didn't help at all, but it provided some comfort as they walked. Everything was obscured, even the light of the sun- if there was any. And yet the mist seemed to produce its own light, only enough for them to see each other. It seemed that they could only see what the mist wanted them to see. It was almost like drowning, the way it chocked the air and clung to their throats and lungs.

After what was probably only a few minutes of walking (it certainly seemed longer) Twilight had an idea.

"Stop Applejack," She whispered.

The country pony complied and Twilight focused her energy, willing the ball of light in front of them to become much brighter and to propel off into the miasma. It worked to some degree. The ball illuminated objects as shadows for about twenty feet in front of them. She saw familiar trees and buildings which mean that they were getting close to the hospital.

Twilight motioned for them to keep walking but her hooves felt like lead. Where was everypony? It was deserted completely. Well...maybe...she didn't want to stop and scan the sidewalk with light in case there was something she didn't want to see. But Twilight couldn't stop her wandering eyes for long and she she looked down at the road as they went along. The road was clean, aside from a few dark stains that she didn't care to identify. But it seemed as soon as her fears that the ponies in town could have been slaughtered were dimmed more was placed into her heart. They stopped as something loomed out of the mist. One of the royal chariots.

She and Applejack shared a look of anxiety as they approached. Why would one of the royal chariots be here? Surely Celestia would have told them if she was coming... Unless it had been sudden. Unless she had come to warn them of the mist... Twilight's thoughts were cut off when they heard a groan and they looked in front of the overturned chariot to find one of the stallions that pulled it still alive. Twilight and Applejack moved closer to him, unable to help him because they still had Rainbow Dash, and he looked far beyond help anyway. They cringed as they looked at him.

His helmet was lying a few feet away from him, and his forehead was dark crimson over a large gash that split his mane to reveal some of his white skull. His throat was torn open above his shoulder and further down, a large slash across his stomach had spilled his intestines on the ground. Twilight avoided the stinking entrails as best she could and got as close as possible. But she wasn't sure what to say. "Are you alright?" would be a stupid question.

His eyes were wide with pain and fear and he was heaving heavily, unable to breath very well because of the tear through his throat. Asking for information about Celestia seemed like the best idea, and the guard's dedication would hopefully prompt him to see it their way.

"Who were you carrying?" Twilight asked.

His wide eye rolled over to stare at her in a way that made her uncomfortable but she met the gaze.  
"L-Luna..." he croaked. "Princess Luna..."

Twilight would not admit it in mixed company, but she was relieved a bit. At least it wasn't Celestia.  
"Why were you bringing her here?"

He let out a sigh that caused wind to whistle through the slash in his throat.

"She...wanted to...warn..." he choked but spat blood and shook violently, his eyes bulging out more and he grit his teeth in pain. "Please...take my...helmet to...Celestia..."

"Warn who?" Twilight prompted gingerly.

He shook his head and coughed again. "Sugar Cube...corner...take it..."

He stiffened and then fell limp, his eyes still wide open and fresh blood dribbling out of his mouth. Twilight wanted to close his eyes, but left them open for she couldn't maneuver to touch him. Instead, she lifted his helmet magically and continued on.

[][][]

The ball of light that Twilight propelled forward reflected off familiar windows and she and Applejack rushed to the bakery, knocking at the door and looking inside. Cheerilee approached the door and quickly began pulling a bar from the door that had kept it closed, but was stopped when some pony yelled, "Don't let them in!"

"It's Twilight Sparkle, Applejack, and Rainbow Dash," Cheerilee protested. "They need help."

An unrecognizable pony grabbed the bar and held it in place with her forehooves.

"No way! We're the ones who need help!" She said.

"They're the Elements of Harmony! If anypony can help us, they can!"

The pony was about to say something more when Big Macintosh pushed through the crowd of ponies, obviously hearing his sister's name and frowning upon the pony. She slowly let go let go of the bar, cowering in fear of the sturdy stallion. He took the bar in his mouth and tossed it down.

Twilight Sparkle and Applejack pushed through the door and looked upon the mass of ponies. Some looked scared, and others looked skeptical. Twilight could tell not all of them believed in what was in the mist. Big Mac put the bar back and after Nurse Redheart had taken Rainbow Dash for examination, he shared a tight hug with Applejack.

Twilight, in the meantime, looked to the ponies who all seemed to be expect her to deny danger or to confirm it. She sighed as they looked on her. Why were they counting on her? Because she was Celestia's student. That didn't mean she had all of the answers.

"What the buck is going on?" somepony shouted.

"Why is Celestia letting this happen!"

"There aren't any monsters!"

"Then what happened to Twist?"

"Where's Derpy?"

At the mention of Derpy, Twilight decided to speak up, though she was it wasn't a good idea to do so.

"Derpy's gone..." She said, solemnly.

"Gone where?"

She was silent for a moment before answering; "She's...most likely dead...something in the mist...it took her."

The crowd gasped and whispering began, though it was not all out of fear. This situation was not good. Everypony was too divided. Not all of them believed anything was out there, and those that did were in disagreement on how to handle the threat. But before she could handle that, she had to find out all the details.

"What happened to Twist?" She asked the crowd.

"It took her!" Snails said, pushing through the crowd. "The thing in the mist did!"

"What did it look like?"

"It was really tall and had these huge claws!" Snips cut in.

Twilight prayed to Celestia that they were exaggerating. If they weren't, that meant there was more than one species of creature out there, as she had feared.

"There's no proof of that," Octavia spat, sourly. "Is anypony here still in touch with logic?"

"We saw it take her!" the two colts insisted. "And we heard her screaming!"

"I must agree with Miss Octavia," Dr. Whooves said, stepping out of the crowd. "She probably simply got lost in the mist and started crying and screaming out of hysteria."

"But we saw the claw!"

"Really? Who is everypony going to believe? A pair of colts who've been known to cause trouble before?" Octavia asked.

"Stop it!" Twilight shouted, silencing the crowd. "Arguing over this gets us nowhere!"

Before she could continue, a familiar face stepped out of the crowd. She was dressed in a sparkling cape and wizard's cap, and her face was solemn, though her eyes betrayed her arrogance.

"For once, I -The Great and Powerful Trixie- must agree with Twilight Sparkle," She said in a powerfully firm voice. "For arguing over this is futile. Our end is here. These colts did see a monster out there. And there are many more. Hell has opened up on Equestria."

Snips and Snails went to her side, drawn to her not just out of admiration, but because she said they were right.

"There's no Hell on Equestria," Dr. Whooves scoffed. "Strictly speaking, there's no Hell at all-..."

"That's enough, sinner!" Trixie shouted, silencing him. "You and your science have doomed all these ponies. Science has failed our world, and this only goes to show! We must repent. Get down on your knees and ask for forgiveness for your evil ways!"

"You're one to talk!" Cheerilee snapped and then let some of her rage dissipate before speaking again. "After all, it was you who brought the Ursa Minor here."

"You teach the fillies and colts, do you not?" Trixie asked, venomously as she walked toward Cheerilee. "You feed them lies and your vain and blasphemous ideas. You scar their minds in an attempt to give yourself satisfaction. To sate yourself! You're nothing more than a filthy-..."

"That's enough!" Twilight shouted, silencing them again. "Everypony needs to just calm down and listen up!"

"Who died and put you in charge?" somepony shouted.

"Celestia!" Twilight bluffed. "She appointed me to take care of you and that's what I'm going to do. If you want to argue with her I can get Spike to send a letter right away."

They all fell silent at her threat. Thankfully, no pony was willing to defy Celestia, at least not yet... She would have to watch her step to make sure she could keep this facade alive.

"Now, before we do anything else, I need to make something clear! There is something in the mist and it is dangerous. From now on, nopony is to go into the mist without permission from Celestia!"

Muttering began again and it was obvious that some were still doubtful. She wondered what it would take to get them to believe her. But a mare stepping out of the crowd caught her attention, and everypony else's.

"But my little filly," She said, her lips trembling. "She's at home, alone."

Twilight stared at her, not knowing what comfort she could provide- if any. She couldn't tell a mother not to search for her filly but...if she went out there, it seemed there would be a good chance she would die.

"Let me just...get a head count...and we'll talk..." Twilight said as soothingly as she could. The mother seemed dissatisfied, but nodded. Twilight turned back to the crowd. "Now, I need to know who is here and who might still be out there. I'm going to come around with my..." Her plan broke short. She didn't have Spike to take a list for her. She might never see him again, actually. "... and take a mental note."

"Twilight Sparkle, please!" The mother cried. "I have to find my daughter."

"Miss, please..." Twilight pleaded. "I understand. My...my little brother is gone too. But killing ourselves won't help them."

While they were talking, doubtful whispering began again behind them, and the mare turned to them suddenly.

"Will all of you just shut up?" She cried, her eyes ringed with red and shining with tears. "If Twilight said she saw something, then she did."

Twilight took this moment to noticed the coloration of the mare. She was ashamed to say she hadn't paid much attention to anything but her words until now, but she now observed the beautiful azure and light sea blue that made up her coat and mane. But before she could take a look at her Cutie Mark, she turned back to Twilight.

"I don't care if I die. We need to get out of here." Before Twilight could question who "we" was, the mare looked to the crowd. "Herr Desher?"

A black stallion with dazzling red eyes and a bright crimson mane stepped out of the crowd and began removing the bar from the door. Twilight Sparkle could see there was nothing she could say to stop them. So she simply approached the mare, placing a hoof on her shoulder.

"Can I ask your name?" Twilight asked.

"Morning Star," The mare replied, shakily.

"And... Herr Desher is your...?"

"Brother," She said, before looking back at her sibling who had opened the door and was stepping out into the mist. "I have to go."

Twilight nodded and watched her as she rushed to her brother's side. A pony quickly closed the door and barred it behind them. Herr Desher disappeared, while Morning Star glanced back once before following him. The purple unicorn wished them a farewell under her breath and then sighed and turned away from the door, looking at the ponies who had grown silent. But even in the silence, the ponies were clustered in groups and Twilight could define each one; the skeptics, the believers, and the followers of Trixie (only Snips and Snails right now). Applejack stepped up beside Twilight and watched Trixie preach to the colts.

"Don't worry, hun," Applejack said. "No one will believe her..."


	4. Chapter 3

MIASMA  
BY THE YOUNG AND FREE DRAGON

CHAPTER THREE

"Twilight!" Cherilee shouted, snapping her out of her trance.

Twilight turned away from Rainbow Dash, looking questioningly at Cherilee. It had been almost an hour and the ponies were no longer congregating.

"Nopony can stop them!" Cherilee cried. "They're going out in the the mist!"

That was all Twilight needed to hear. She rushed to the front of the bakery, where onlookers watched as a group of ponies were removing the bar from the door.

"What's going on here?" Twilight asked, though it was easy to guess. She just wanted their attention.

The group was composed of Octavia, Dr. Whooves, and two ponies Twilight couldn't call by name.

"We're getting out of this nut-house, that's what!" Octavia exclaimed.

"Octavia please-..."

"We do not want to hear anymore of this nonsense," Octavia interrupted.

"There's nothing out there but condensation," Dr. Whooves stated flatly, and opened the door and headed out, followed by the two ponies.

Before Octavia could get out the door, Twilight Sparkle put a hoof on her shoulder.

"Twilight Sparkle, release me or I will-..." She began, but Twilight cut her off, summoning a rope with magic.

"All of you should tie this around yourselves to stay together until you get on to the road."

Octavia was going to challenge her further or refuse, but Dr. Whooves stepped back inside for a moment, agreeing to this. Twilight used her magic to link them together with the rope and stepped back. Big Macintosh closed the door behind them, as the four went out into the mist. They glanced about themselves at the fearful specter that shrouded them, before disappearing into its depths.

"Look now!" Trixie shouted suddenly in the middle of the silence. "Judgment shall be passed on those who defy this prophecy! Their science and false wisdom shan't protect them from the monsters that breed outside. And now they shall become fodder for these minions of hell!"

"Nopony's buying your dragon shit!" Somepony shouted.

"I do not fear death as you do!" Trixie declared to the crowd. "For I know the one true way to survive this end to sinners!"

"What is it?" Snails cried, as he and Snips had fallen to their knees before her.

"Redeem yourselves in light of our-" Trixie was unable to finish as a lasso flew through the air and wrapped around her muzzle, forcing it shut.

Everypony's head turned to look at Applejack who had cast the rope, and who now dropped it from her mouth to speak.

"Ah have had it up to here with y'all!" She growled, indicating the height with a hoof. "Twilight told y'all she was here by Celestia's orders, and every single pony better listen!"

Trixie tore the rope from her maw, her eyes shining with hate as she she prepared to lash out with her razor tongue. But she was cut off by a long, echoing scream. Everypony looked out the windows to where the scream had come from. A chorus of other cries joined it, though the miasma continued to swirl calmly.

All went silent for a moment and then one of the unknown ponies that had gone out appeared out of the mist and pressed herself against the glass.

"Help us!" She screamed. "Please help us!"

The rest of the rope that was hanging limp behind her picked up and there was an ear splitting male scream and a sound like a tarp shredding. Then out of the mist, an object came flying at the window and shattered it. The thing dropped to the floor before the crowd and everypony began screaming as they saw what it was. The severed head of Dr. Whooves stared up at them with one eye, the other was now a jagged hole that revealed partial parts of his massive brain, the masterpiece was now a red and gray jumble of mush.

The pony outside let out a scream as the slack that had been created in the rope by the severing of Dr. Whooves picked up again and began pulling her back into the mist. However, before she disappeared, it lifted her straight up into the air and suspended her above the window, leaving only her upper half visible to them as some creature on the roof or some massive creature hung her.

She let out a cry of fear that was followed by several shrieks of pain, as a tearing and rending noise filled the air, followed by a loud snap and crunch. Blood began to rain down from the part of her body that they couldn't see and splattered on the ground, as well as leaving long rivers down the glass. The ponies inside had fallen silent in horror, and a mass sharp intake of breath was all that broke the silence inside as a final crunch detached her from the rest of her body, and she fell to the ground, her internal organs spilling out of her severed body. She squirmed for a few moments before going still in a puddle of her own leaking fluids.

They all stared outside in fear of a monster that never came. Despite that it must have been out there, no sound had ever been emitted by it. Perhaps, even if it made a noise, the mist would absorb it. It seemed only screams could emerge from out there.

[][][]

Twilight looked around the bakery. A few ponies were slipping back into the cooking area to be farther away from the windows. She didn't blame them for that. But as she looked around, she saw two ponies on their knees in front of Trixie, as well as Snips and Snails. The slaughter that had occurred outside had not only fortified and created belief in the monster, but also brought sense to Trixie's words. She stepped up beside Applejack and tapped her shoulder.

"Could you keep an eye on Trixie while I get up on the roof? I'm going to see if I can shed any light on our surroundings."

"Should I get Big Mac to tie 'er up?" Applejack offered, hopefully.

"I wish," Twilight sighed. "But we can't do that. Nopony wants to listen to us anyway, and if we do that, they'll trust us even less."

"Alright," Applejack sighed.

"But if she causes trouble, stop her," Twilight said, trotting away.

She climbed a stairway that lead up to the roof, where Pinkie would sometimes make special recipes under the light of Celestia's sun. Pinkie... She felt her chest tighten up as she realized for the first time that Pinkie Pie was dead. She stopped halfway up the stairs and felt her knees weakening as her eyes filled with tears. Losing Derpy had been hard enough. But her best friend...no more parties, no more surprises and no more "Pinkie Sense." And as not only the weight of losing somepony she loved deeply filled her stomach, she realized that they must be doomed. Unless Celestia could do something, there was nothing stopping these monsters without Pinkie Pie, the Elements of Harmony were incomplete. They were useless...

And Fluttershy! She felt tears flowing faster as she thought of her being dead as well. There was a possibility she had survived in her house, but Twilight could sense how slim it was. They were doomed. Absolutely doomed... She had most likely already lost two friends as well as her number one assistant (and basically her brother), one was alone, and anypony else who wasn't here was probably dead. This place wasn't even safe itself.

She was sobbing by the time she was at the top of the stairs and she collapsed on the roof, not caring about anything now. The mist drank her tears, and they seemed to be sucked into the air. The mist itself was almost salty, as though made of the tears and sorrow it had brought upon this place.

"Twilight?" A voice said.

Twilight didn't look up but as she felt a small hoof on her shoulder, she took a glance. Sweetie Belle stood over her, looking harrowed and scared.

"Sweetie Belle?" Twilight asked, trying to figure out whether it was simply a vision created by the mist (which seemed capable of anything) or the real filly.

"Yes, it's me, "She murmured. "D-Do you know where Rarity is?"

Twilight sat up. What was Sweetie Belle doing on the roof? Why had she not come downstairs upon hearing noise from the ponies below... Had she seen what killed the ponies outside?

"What are you doing up here?"

"It's not safe down on the ground. Those things got into the basement. I locked them in, but they could get out any time..."

Twilight's blood ran cold. This place wasn't safe, but having the confirmation by the existence of creatures in the basement shattered the remains of her hope.

"Why didn't you come down and tell us? Everpony is downstairs."

"I thought that noise was the monsters. Is my sister down there?"

"No, she's at the library..."

"Is she safe there?"

"...of course."

Sweetie Belle looked doubtful, but before she could speak, an in-pony screech tore through the air. They looked up into the sky where it had come from and a chariot appeared out of the mist, led by two royal guards who were under attack. A white, bird like creature was snapping at them with razor teeth. It had red eyes and a flattened face, the teeth hanging at angles from its mouth, which was much too small to accommodate the wicked jaws. It's wings were In the structure of a bird's, but with a bat's membrane spread across them On its chest, were two knobby arms which were folded up, not in use at the moment. The legs and feet were folded under, looking much like the arms.

The chariot crashed on the roof top, the guards breaking from it and falling in different directions. The creature landed on the roof top and seemed to transform. The wings retreated into large flaps of skin on its back, and the small forearms spread out, the sockets in which they were attached moved to its shoulders, and a bony chest emerged between the arms.

It now acted like a monkey, jumping on one of the royal guards with claws and teeth hungry for flesh. He held up his large forehooves, but they were not armored so the creature latched on to them. Its teeth gnashed his right fore hoof, digging into the bone and making an audible cracking noise. Twilight's horn glowed, and a brick that was sitting nearby struck the creature and was knocked away, but tore flesh away with it.

The other guard reacted without hesitation, bringing his powerful fore hooves on to the creature's exposed stomach and chest. The creature writhed in agony as its ribs crushed, but the guard was far from finished. He continued to bring his hooves down on it in an innumerable amount of times, leaving sounds of snapping bones and squishing flesh ringing in everypony's ears. Yellow blood flew all over the guard's face and body as he tramped the monster. He finally stopped after what seemed like hours, and glared down at the yellow lump of twisted flesh, internal organs, spurs of bone, and any other things that had been within the creature's body.

Twilight wanted to cover Sweetie Belle's eyes bit she knew she had stood idle too long. The filly had seen the brutal overkill of the monster. It seemed that while flying, the guard was not capable of defending himself, but on the ground, he was a ruthless force. He looked at Twilight and Sweetie Belle once before going to his comrade and helping him inside, presumably to treat his wound. Twilight watched them go and then glanced once more at the quivering remnants of the creature. The roof definitely was not safe. She led Sweetie Belle downstairs without a word, and closed the roof exit.


	5. Chapter 4

MIASMA

BY THE YOUNG AND FREE DRAGON

CHAPTER FOUR

All had gone quiet. The crowd was still divided, murmuring nervously, but everypony would agree that they felt a bit safer with the royal guards there. But it was a short lived comfort, as rumor spread that they might have something to do with or knew what was going on. They didn't help this situation either, by staying in the storage room. Finally, Twilight enlisted Big Macintosh's help to go and see what he could find out. Minutes turned to hours and the stout stallion didn't return. Twilight was about to open the door, preparing herself for what fate might have befallen them, but Big Mac came out just then.

"Well, did they tell you anything?" Twilight asked.

The large Apple-family member stood silent, looking thoughtful, as though recalling a long conversation that had strayed from what he had originally planned to ask about. Finally, his eyes met hers again; "Eenope."

Twilight Sparkle was dumbfounded. Then what **did** they spend all that time talking about? Of course, in Big Mac's defense, he may have spent the whole time questioning them in different ways, but he didn't seem frustrated or even mildly disappointed with learning nothing.

She pried further but got nothing out of him. Finally, as he trotted away, she entered the storage room. It was dimly lit inside and when she found the guards, the light did not do any favors for what she was met with. The guard who had been bitten was lying on his side, shivering and breathing harshly. His wound had become a blackish purple and a strange frothy substance was forming on it. Twilight hadn't considered it, but maybe the creature's bite was poisonous. The other guard stood over him, looking emotionless, and gave Twilight a cold stare when he noticed her.

"Will he be alright?" Twilight asked.

The stare continued to bore into her and made a lump grow in her throat that prevented her from speaking. But nothing had to be said, for the wounded guard's eyes shot open. They were bloodshot and rolled around in his head as if they weren't attached to anything.

"It was us!" he croaked. "It's our fault!"

He was about to say more but the other guard put a hoof over his mouth to silence him. Twilight found her voice, and it was much sterner than she thought it would be.

"What was he talking about?" She demanded, raising her eyes from the guard on the floor. "What was your fault?"

The other glared at her and delivered a kick to the head of the snitch, knocking him out. Once he was sure that no more secrets would be reveled, he stumped forward toward Twilight, looking as though he might attack her. He drove her back out of the room and slammed the door. When Twilight tried to re-enter, she found it locked. She turned away from the door. Nopony had seen what had happened, and it should stay that way. But she had to find Big Macintosh...

**THE FOLLOWING IS THE CLOP SCENE. IF YOU DO NOT WISH TO READ IT, PLEASE SKIP DOWN UNTIL YOU SEE THE RED PRINT THAT SIGNALS THE ENDING OF THIS SCENE.**

Applejack's breathing was heavy as she broke away from Big Mac's mouth and leaned her head back as he kissed her throat. She tried to think for a moment about the situation she was in, but her mind was blurred. What had happened? Her brother had come to her and when she had asked him what was wrong, he'd merely shaken his head. And then as she had looked into his hypnotic emerald eyes, she knew exactly what he wanted and she was suddenly so hot that she could barely contain an orgasm caused by his glance.

She hadn't though of her brother like this often, and it was never something she would pursue, but now, it felt like an unsuppressed lust for her sibling to mount her. It couldn't be anypony. She didn't trust any of the others (besides Twilight). No, only her brother could make this demon that was biting the insides of her womb stop its gnawing. Would it do any good to tell him how badly she needed him? Somehow, it felt like he knew exactly what she felt inside and it seemed he was feeling a mighty itch to fulfill it.

She was... leaning backwards? Yes, that didn't make a lick of sense but isn't that what couples having sex did? Yes, and what was next? She was drawing a complete blank on all though processes. Maybe if she looked at Big Macintosh, she could find out what she was suppose to be doing. She opened her eyes (which she had shut at some point) and saw a look of concentration and slight frustration on her brother's face. He wasn't looking at her however, he was looking down at her... stomach?

She glanced down herself and blushed heavily as she saw his massive stallion hood pointed directly at her dripping marehood. That was suppose to fit in there? _Stop bein' stupid! _Her brain told her. _Y'all know exactly how this works! Now help him out! _Help him out? How could she help him in this position? Big Mac let out a curse of frustration as he tried to push his cock into her and slipped to the side instead, only teasing his length. _Idea! _As Rarity might say.

She reached down to his cock and gripped it between her hooves, holding it steady and leading to her entrance. As she felt the warm head rest against her flower, she shivered and waited... But nothing happened. She looked up at Big Mac and saw him staring at her. What was he waiting for-... oh.

"Ready," She whispered.

When he nodded in response, her eyes shot back down to watch it enter her.

And so he slowly slid it in and as the warmth filled her and there was no more visible part of the length to hold on to, she laid her head back and sighed. The first few thrusts were agonizing, so slow. As if she needed to be warmed up at this point. She gave hims bum a gentle nudge with her hoof and he began speeding up, much to her delight.

She began to sweat, her body straining under the pressure and Big Macintosh's cock seemed to be spreading warmth through every inch of her body. Her stomach seemed to be the warmest place... Why was she thinking so deeply about this? It wasn't like it was her first time.

But it was the first time with Big Mac, and it made her feel like a small virgin filly again, without the initial bad part of the first time. It was simply bliss this time. She had barely noticed the small whines and grunts Big Mac was making, nor her own moans. She didn't sense anything but the large sweaty stallion above her until her orgasm moved in.

Trembling, she wrapped her fore hooves around her brother's neck, bracing herself for the coming explosion in her most private area. Pressure continued to mount and her body began desperately trying to release, though she held it, hoping to make it last...until she realized that Big Macintosh had been holding it for several minutes now. Poor baby...she was well satisfied and was ready to end it for both of them.

Upon allowing herself to go, it took only a few seconds for her orgasm to hit. She bucked her hips and arched her back, calling Big Mac's name, which spurned him on to release. When he did, it felt like lava was filling her up, causing her muscles to contract and for her to squeeze every last drop out of him.

**END OF CLOP SCENE.**

Twilight Sparkle's search for Big Macintosh and Applejack had ended. She hadn't searched everywhere, but a new spectacle had appeared in the store. Unfortunately, it was nothing helpful.

"Did you see how the scientist's head was severed from his body? These monster's that plague us so obviously knew of his blasphemous mind and separated it from what truly mattered. A crude gesture yes! But that is how our savior must work to teach these ignorant fools! Are you so selfish, so blind that you would make your creator bow down to your level? You cannot-"

Twilight blotted out the rest as she began counting. Eight. Eight ponies in all had lost their minds; out of twenty three that were trapped in the bakery. It was unbelievable. They were seriously buying everything that Trixie said. The were not as far gone as Snips and Snails (who had become wailing and babbling idiots) but they were listening. It was obvious from the way they responded when Trixie asked for it, that they took each piece of "divine" hatred seriously. That's all it was, hatred.

Trixie was spinning tales of how everypony (seemingly but herself) had sinned by being nothing more than who they were. It was frightening really. The way she was churning this mob mentality. And the things she talked of doing...well you just had to listen.

"Sacrifice! Yes, sacrifice will save us! We, those who are guilty of nothing more than following our ruler, must throw out the infidels and pray! Only then shall we be spared from this torment!"

"Something's moving out there!" Somepony shouted.

Twilight raced quickly to the front. Their best defense had been to place a cupboard and to construct a fort out of flour and sugar. Now a barely grown colt (how he had gotten on watch duty was beyond Twilight) was pointing to one of the holes (made to see through) and shouting.

Twilight Sparkle looked out the hole and let out a small gasp. A large insect was sitting on the glass. It had large dragonfly wings and a long tail tipped with a spur that drug along the glass. The head was made up of large compound eyes and a very large mouth that broke into four outer mandibles, and inside was a large set of jaws, very uncharacteristic of insects. It had six legs, that looked much like that of an ant's. The creature itself was about the size of one of the bags with its wings folded, and probably two or three when flying.

"What are they?" A mare asked.

They? But as Twilight raised her eyes to the small space of window that couldn't be covered by bags, she saw at least fifteen of the insects crawling around. They all looked in with their compound eyes, the light from inside reflecting in them. They wanted something... The light! They must be attracted to the light.

"Everypony, turn out the lights. They're attracted to the lights!"

Several ponies began this task (that is searching for all the switches) while Twilight got anypony close away from the window. She didn't know if these creatures posed any threat, but she wasn't about to take the risk. Once it seemed everypony was at a safe distance, she found Sweetie Belle and pulled her out of the crowd.

"Help me find Applejack and Big Macintosh," She whispered.

As they searched, the back rooms, Twilight strained her ears for any signs of distress from the two she was searching for and from the main room. Upon rounding a few large boxes of sprinkles (why Pinkie Pie needed this many was anypony's guess), she noticed a small closet door and a strange sound coming from inside. She opened the door and gasped, covering Sweetie Belle's eyes. Applejack was raising herself about Big Macintosh and their..."parts" were fully exposed and...

"Ready for round two?" Applejack asked her brother in a seductive tone.

Before Big Mac could answer, Twilight butted into Applejack's side, knocking her off her brother.

"What the buck do you think you're doing?" Twilight shouted. "Are you seriously bucking while Ponyville's going to Hell and ponies are dying?"

The siblings stared up at her, looking half ashamed and half surprised. Twilight was shaking now, anger burning every nerve in her body, and her mane seemed to threaten to catch fire. "Pinkie Pie and Fluttershy are probably dead, Rarity and Rainbow Dash are probably next in line and you're bucking? What about Apple Bloom? Is she second to getting off in a closet?"

"Twilight...we didn't mean for this to happen...it just sorta... happened... Ah swear!" Applejack tried to reason.

"Get up front...now!" Twilight commanded. "We have a situation right now, so we'll deal with this one later."

The two nodded sheepishly and led the way out. Twilight hoped the creatures outside would distract from the smell of sex. It was totally irresponsible. Their actions would do nothing but hurt their situation. She tried to clear it from her mind as she looked out the window. The insects had possibly doubled in number and were more frequent around certain parts of the sugar and flour sacks. Twilight saw the correlation immediately. They were grouped around bags of sugar that they could see (or whatever sense they used) that were open slightly or torn, revealing the sweet powder. They were attracted to the sugar. Maybe they could distract the insects from themselves by tossing the sugar out to them.

"Everypony! Grab any sweets and opened sugar sacks and take them to the roof!"

An argument against her was present for a few moments before Applejack and Big Macintosh gave the crowd a threatening glare and they began moving. Twilight Sparkle went up the roof and led the ponies up the edge. They looked down and saw the insects head up for them. Depositing their sacks and treats on the edge, Twilight advised a test run.

The bugs flocked on to the pure sugar first, and any that couldn't get past the others went for the sweets.

"Twilight..." Sweetie Belle murmured, coming up beside her.

"Sweetie, go back inside. It's too danger out here."

"But it's Trixie...she's..."

The goal was unable to finish as a screeching noise erupted below and ponies began screaming. Twilight turned toward the stairs but was met with a pony bringing up a cake. Trying to pass by him, she fell back as a small creature hopped on to his back. It was much like a rat, save the fact that it was white like flesh that been soaked and deprived of light. It had no eyes, its face make up of wrinkles that spanned out from a large mouth with vicious teeth.

In a panic, the stallion it had mounted tossed the cake, dancing around in an attempt to get rid of the rat. Applejack and another pony were struck by the cake. Applejack didn't waver, however the other pony stumbled and tripped, falling directly in the pile of sweets and sugar.

He began struggling to get up in the sticky mess, but soon began a new struggle as the insects landed on him. Twilight stared in horror as they tore at his coat and flesh in the process of eating the sugar. He let out several pained cries as he rolled in the treats, covering what part of his coat hadn't been removed and getting sugar on his exposed flesh and muscle, driving the creatures to begin burrowing into him as they went into a frenzy over the sugar.

Twilight glanced away to see the stallion with the rat on his back had fallen on to his knees, screaming as the rat had sat up on its hind legs and had grabbed the end of his mane in its claws. A sickening sound filled the air as it tore the mane off his scalp, digging one of its claws into the flesh under the skin.

Twilight's eyes fell on Applejack, who was staring in horror, still partially covered in sugar.

"Applejack!" Twilight Sparkle shouted, finding her voice. "Get the cake off of you!"

She began rubbing it off, scrapping her hooves on the ground to completely rid herself of it. However, one of the insects broke away from the writhing pony on the ground and landed on her shoulder. She stiffened as it looked at her with its large compound eyes. She stared back at it fearfully as its legs tickled her in an unpleasant manner. The eyes reflected every slight motion she made and created a soulless feeling to the creature. What was it thinking? What did it intend to do? The mandibles clicked together and it tilted its head.

The tail raised into the air suddenly and the sharp tip gleamed as it flexed and stuck into Applejack's throat. Twilight Sparkle charged at the creature, knocking it off of her, wincing as the stinger tore out, leaving a small hole the size of a key hole in her friend's neck. Applejack drew breath sharply, her eyes pointing up at the sky as she fell on her back. Twilight bent over her as the poison began working.

"Applejack!" Twilight screamed. "Keep looking at me!"

Applejack's eyes refused to focus and she coughed and tried desperately to breathe as her throat closed off.

Glancing up, Twilight yelled at somepony to help her, though all of those capable of acting were trying to get the insects off the corpse of the stallion, who seemed to have been soaked in water, the way his body was sunken in, though it became obviously quickly, that was because the flesh had been picked off his body, taking everything with it and leaving blood covered bones, with teeth marks in them. The other ponies were jabbing at the rat with any object they had, trying to get it off the back of the other stallion. This was in vain however, as the creature tore a large chunk of flesh out of his neck, and spread the hole with its fore claws. It buried its head into the base of his neck, and tore out a long white (blood soaked) piece of flesh that resembled a cord.

The stallion fell to the ground, trembling, and blood pooling around his head as the rat hopped off the building into the mist, as through the piece of spinal cord was what it wanted.

Twilight's eyes fell back on Applejack, and she continued to scream at her. But it was impossible for Applejack to look at her now. Her throat had swollen up like she had several cupcakes shoved under the flesh. Purple veins showed under her skin and blood had stopped flowing from the hole made by the stinger. Her eyes had rolled back in her head and she was twitching slightly, but otherwise, vacant of life.

Before Twilight could register more anguish, a large red body pushed her aside and the longest; "Nope" she had ever heard erupted from the lips of Big Macintosh.


End file.
